Preamble

The following Bylaws shall be subject to and governed by the Non-Profit Corporation Act of Maryland and the Articles of Incorporation of Iranian American Strategic Research Ins, Doing Business As (DBA) IAM Civic Association. It shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future Federal tax code.

In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Maryland or Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding section of any future Federal tax code, the Federal or State codes shall be the prevailing controlling law. In the event of a conflict between the Bylaws and the Articles of Incorporation, these Bylaws shall then be controlling.

Article 1 - Name

The legal name of the Non-Profit Corporation/Organization shall be Iranian American Strategic Research Ins, DBA IAM Civic Association. It shall herein be referred to as the "Corporation/Organization."

Article 2 - Purposes and Powers

Section 1. Purpose

The Corporation/Organization is dedicated to empowering communities of Iranian cultural heritage and fostering their long-term success. Its mission includes promoting economic advancement by supporting income-generating opportunities and enhancing financial literacy through accessible education and resources. The organization seeks to raise public awareness of critical social, cultural, and economic issues while serving as a hub for collaboration by connecting local talents and initiatives with global knowledge and best practices.

Section 2. Powers

The Corporation/Organization shall have the power to do all lawful acts necessary to achieve its charitable purposes, including accepting contributions from the public and private sectors.

Section 3. Nonprofit Status and Exempt Activities Limitation

Nonprofit Legal Status: The Corporation/Organization is a Maryland nonprofit public benefit corporation recognized as tax-exempt under Section 501(c)(3) of the United States Internal Revenue Code.

Exempt Activities Limitation: No director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code.

Article 3 - Membership

Section 1. Voting Members

Eligibility: Any person with a common bond of being a part of communities of Iranian cultural heritage who is committed to fostering their long-term success by participating in furthering association goals is eligible for membership.

Membership Fees: A monthly fee of $5 is required from the members.

Voting Privileges: Each paid member in good standing shall have one vote on motions presented at the Annual Meeting or specially scheduled corporation meetings.

Section 2. Non-Voting Member Affiliates

The board of directors may approve classes of non-voting member affiliates with rights, privileges, and obligations established by the board.

Article 4 - Offices

The Corporation/Organization's principal office is located at 751 E Gude Dr, Rockville, Maryland, 20850. Additional offices may be established as needed.

Article 5 - Board of Directors

General Powers and Responsibilities

The Corporation/Organization shall be governed by a Board of Directors (the "Board"), which shall have all the rights, powers, privileges, and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of Maryland.

Number and Qualifications

The Board may have up to nine (9) members but must have at least three (3) members to conduct its meetings.

Powers

The activities and affairs of this corporation shall be conducted by or under the direction of the board of directors.

Duties

• Perform all duties imposed on them by law, the articles of incorporation, or these bylaws.
• Appoint and supervise officers, agents, and employees of the corporation.

Board Compensation

The Board shall receive no compensation other than for reasonable related business expenses.

Article 6 - Officers

The Board shall elect officers, including a President, Secretary, Treasurer, and other designated roles. Officers shall conduct duties typically related to their offices and other duties assigned by the Board of Directors.

Article 7 - Committees

The Board of Directors may establish committees to handle specific tasks and functions for the Corporation/Organization.

Executive Committee

The Executive Committee shall have and exercise all the authority of the Board in the management of the business and affairs of the Corporation/Organization between meetings of the Board.

Audit Committee

The Audit Committee shall review the Corporation/Organization's financial affairs and ensure compliance with standards for auditor independence.

Finance Committee

This Committee shall oversee the budget and establish reserve funds, lines of credit, and investments.

Article 8 - Standard of Care

Directors must act in the best interest of the Corporation/Organization and exercise reasonable care in their duties. They are entitled to rely on information prepared by officers, employees, and experts.

Conflict of Interest

The Corporation/Organization has a policy to protect its interests when entering into a transaction or arrangement that might benefit a private interest of an officer or director.

Article 9 - Execution of Corporate Instruments

The Board of Directors may determine the method and designate the signatory officer(s) to execute any corporate instrument or document.

Article 10 - Records and Reports

The Corporation/Organization shall keep at its principal office the original or a copy of its Articles of Incorporation and Bylaws and other records open to inspection by the directors at all reasonable times.

Annual Financial Statements

The Corporation/Organization shall prepare annual financial statements using generally accepted accounting principles.

Article 11 - Fiscal Year

The fiscal year for this Corporation/Organization shall end on December 31.

Article 12 - Amendments and Revisions

These Bylaws may be adopted, amended, or repealed by a simple majority of the directors then in office.

Article 13 - Corporate/Organization Seal

The Board of Directors may adopt, use, and alter a corporate/organization seal.

Article 14 - Construction and Definitions

The general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act shall govern the construction of these Bylaws.